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Attorney General Lockyer Conditions Merger of Valero and UDS on Divestitures of Refinery, Retail Stations to Preserve Competition

Tuesday, December 18, 2001

Contact: (415) 703-5837, agpressoffice@doj.ca.gov

(SACRAMENTO) – Attorney General Bill Lockyer today announced federal court approval of California's antitrust settlement with Valero Energy Corporation and Ultramar Diamond Shamrock, which requires as a condition of the $6 billion merger that the new company divest a California oil refinery and 70 retail gasoline stations operating in 18 counties.

"The divestitures are designed to minimize the negative impact of the mergers on competition in California's already highly concentrated gasoline market," Lockyer said. "By pressing for an out-of-state buyer for Valero's Golden Eagle Facility, California will be able to maintain two merchant refiners that supply unbranded gasoline and keep existing price competition in play."

The announced merger of Valero and UDS had been under antitrust review by California, Oregon and the Federal Trade Commission. Federal Judge Nora Manella approved California's antitrust settlement with the oil companies which was filed today in the U.S. District Court in Los Angeles.

Under the merger agreement, Valero will sell the Golden Eagle Refinery near Martinez, Calif., along with 70 retail stations now owned in northern California by UDS. The retail stations are located in the counties of Alameda, Amador, Contra Costa, El Dorado, Glenn, Lake, Mendocino, Napa, Placer, Sacramento, San Joaquin, Santa Clara, Shasta, Solano, Sonoma, Tehama, Trinity and Yolo, and in South Lake Tahoe.

Valero will have 12 months to find a buyer acceptable to the attorneys general in California and Oregon and the Federal Trade Commission. If Valero fails to find a buyer within 12 months, the company must add the UDS Wilmington refinery in Los Angeles County to the divestiture package.

The merger conditions also require Valero to continue improvements and plant modifications to ensure that the Golden Eagle refinery is able to produce clean-burning CARB III gasoline.